07-F DSHS Contract No. 2007-020428

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WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13 .19 Hold Harmless. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either party of partial performance or failure to complain of any action, non-action or default under this Contract shall not constitute a waiver of either party's rights under the Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE. Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract: c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the Department or agreed order issued by the Department; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f1 discovery of a material misrepresentation in any aspect of Contractor's response to the Solicitation Document; or g) any misrepresentation in the assurances and certifications in the Contractor's application or response to the Solicitation Document or in this Contract. Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies set forth below are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more sanctions for each item of noncompliance and will determine sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies listed below does not relieve Contractor of any obligations under the Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. lfthe Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including EF29-12425 General Provisions (Core Subrecipient 2007) Rev. 07/20/2006 Page 27 r"